Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 13 contracts
Sources: Merger Agreement (Cardinal Health Inc), Merger Agreement (Trane Inc.), Merger Agreement (Smithfield Foods Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall Company, Parent and Merger Sub will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 9 contracts
Sources: Merger Agreement (Romulus Corp.), Merger Agreement (Kindred Healthcare, Inc), Merger Agreement (On-Air Impact, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 8 contracts
Sources: Merger Agreement (Closure Medical Corp), Merger Agreement (Pioneer Companies Inc), Merger Agreement (Bristol West Holdings Inc)
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by executing and filing a certificate of merger with respect to the Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Delaware Secretary of MergerState”), in such form as is required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware or at such later other time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement (Workhorse Group Inc.), Merger Agreement (Longevity Health Holdings, Inc.), Merger Agreement (20/20 Biolabs, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a the certificate of merger relating to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL or by the Secretary of State of the State of Delaware in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company and Parent shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement (CEB Inc.), Merger Agreement (Gartner Inc), Merger Agreement (Headwaters Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a the certificate of merger relating to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and at or prior to the Closing Date, shall make all other filings or recordings required under the DGCL or by the Secretary of State of the State of Delaware in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company and Parent shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 6 contracts
Sources: Merger Agreement, Merger Agreement (Fleetcor Technologies Inc), Merger Agreement (Entegris Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 5 contracts
Sources: Merger Agreement (Overseas Shipholding Group Inc), Merger Agreement (Johnson & Johnson), Merger Agreement (Maritrans Inc /De/)
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at the Closing, the parties hereto shall cause a Certificate of Merger (the “Certificate of Merger”) with respect to the Merger to be consummated by filing filed with the Secretary of State of the State of Delaware a certificate of merger (on the “Certificate of Merger”), Closing Date in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become be effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as Parent and the Company shall may agree upon and shall specify set forth in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Conexant Systems Inc), Agreement and Plan of Merger (Conexant Systems Inc), Merger Agreement (Standard Microsystems Corp)
Effective Time. Subject to As promptly as practicable after the provisions satisfaction or, if permitted by applicable law, waiver of this Agreement, at the Closingapplicable conditions set forth in Article VI, the parties shall hereto will cause a certificate of merger or, if applicable, a certificate of ownership and merger (the Merger "Certificate of Merger") to be consummated by filing executed, acknowledged and filed with the Secretary of State of Delaware in accordance with the DGCL. The Merger shall become effective at such time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of with the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be agreed to by Parent or Purchaser and the Company shall agree and shall specify specified in the Certificate of Merger (the in accordance with applicable law. The date and time when the Merger becomes shall become effective being hereinafter is referred to herein as the “"Effective Time”)."
Appears in 4 contracts
Sources: Merger Agreement (Brining David R), Merger Agreement (Kci Acquisition Corp), Merger Agreement (Valley Forge Corp)
Effective Time. Subject to the provisions of this Agreement, prior to the Closing, the Parties shall duly prepare, and at the Closing, the parties shall cause execute and file a certificate of merger for the Merger to be consummated by filing (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (with respect to the “Certificate of Merger”), in such form as required by, Merger and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings as may be required under by the DGCL in connection with Delaware General Corporation Law to make the MergerMerger effective. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company Parties shall agree and as shall specify be set forth in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Agreement and Plan of Merger (GTY Technology Holdings Inc.), Agreement and Plan of Merger (GTY Technology Holdings Inc.), Merger Agreement (GTY Technology Holdings Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (the "Secretary of State") a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware State, or at such later subsequent date or time as Parent Phone and the Company ▇▇▇▇▇▇▇▇.▇▇▇ shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 4 contracts
Sources: Merger Agreement (Software Com Inc), Merger Agreement (Phone Com Inc), Merger Agreement (Phone Com Inc)
Effective Time. Subject to the provisions of this Agreement, at Contemporaneously with or as promptly as practicable after the Closing, Parent and the parties Company shall cause the Merger to be consummated by filing filed with the Secretary of State of the State of Delaware a properly executed certificate of merger conforming to the requirements of the DGCL, executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under by the DGCL in connection with the Merger. The Merger shall become effective upon the filing of when the Certificate of Merger with is accepted for recording by the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter referred to as effective, the “Effective Time”).
Appears in 4 contracts
Sources: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger regarding the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties ) in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make or cause to be made all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Synergx Systems Inc), Merger Agreement (Hirsch International Corp), Merger Agreement (Hirsch International Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closingparties shall prepare, and on the Closing Date the parties shall cause the Merger to be consummated by filing filed with the Delaware Secretary of State of the State of Delaware State, a certificate of merger in accordance with Section 251 of the DGCL (in any such case, the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, ) and shall make all other filings or recordings required under the DGCL in connection with to effectuate the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later time as Parent and the Company shall parties hereto may agree and shall specify in the Certificate of Merger (the time and date the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 4 contracts
Sources: Merger Agreement (Image Entertainment Inc), Agreement and Plan of Merger (BTP Acquisition Company, LLC), Merger Agreement (BTP Acquisition Company, LLC)
Effective Time. Subject to As soon as practicable on the provisions of this Agreement, at the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), ) in such form as reasonably agreed upon between the parties and as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware State, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Novartis Ag), Merger Agreement (Atrium Therapeutics, Inc.), Merger Agreement (Avidity Biosciences, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 3 contracts
Sources: Merger Agreement (Johnson & Johnson), Merger Agreement (Orapharma Inc), Merger Agreement (Johnson & Johnson)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware file a certificate of merger, or if the Merger is consummated pursuant to Section 253 of the DGCL, a certificate of ownership and merger (either such certificate, the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Pilgrims Pride Corp), Merger Agreement (Gold Kist Inc.), Merger Agreement (Gold Kist Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, Closing the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Graham Packaging Co Inc.), Merger Agreement (Silgan Holdings Inc), Merger Agreement (Graham Packaging Co Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or and recordings required under the DGCL in connection with respect to the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company shall agree in writing and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Akoya Biosciences, Inc.), Agreement and Plan of Merger (Quanterix Corp), Agreement and Plan of Merger (Quanterix Corp)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on or after the ClosingClosing Date, a certificate of merger or certificate of ownership and merger, as the case may be, or other appropriate documents (in any such case, the “Certificate of Merger”) shall be duly prepared, executed and acknowledged by the parties shall cause in accordance with the Merger to be consummated by filing relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the MergerDelaware. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later subsequent time or date as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The time at which the Merger becomes effective being hereinafter is referred to in this Agreement as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Nortel Networks Inc.), Merger Agreement (Nortel Networks LTD), Merger Agreement (Pec Solutions Inc)
Effective Time. Subject to the provisions terms and conditions of this Agreement, at Parent, Purchaser and the ClosingCompany will cause a certificate of merger or, if applicable, a certificate of ownership and merger (as applicable, the parties shall cause the Merger "Certificate of Merger"), to be consummated by filing executed and filed on the date of the Closing (as defined in Section 1.7) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate "Secretary of Merger”), State") as provided in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon on the filing of date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as Parent is agreed upon by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (the Merger, and such time the Merger becomes effective being is hereinafter referred to as the “"Effective Time”)."
Appears in 3 contracts
Sources: Tender Offer Statement, Merger Agreement (Hasbro Inc), Merger Agreement (Galoob Toys Inc)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, Parent shall prepare, and on the parties Closing Date the Surviving Corporation shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware State, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Jorgensen Earle M Co /De/)
Effective Time. Subject to As soon as practicable after satisfaction of the provisions of this Agreementconditions in Article VI, at the ClosingParent, the parties shall Purchaser and the Company will cause a certificate of merger in the Merger form required by the DGCL (the "Certificate of Merger") to be consummated by filing executed and filed on the date of the Closing (as defined in Section 1.6 hereof) (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate "Secretary of Merger”State"), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon on the filing of date on which the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as Parent is agreed upon by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (the Merger, and such time the Merger becomes effective being is hereinafter referred to as the “"Effective Time”)."
Appears in 3 contracts
Sources: Merger Agreement (L 3 Communications Corp), Merger Agreement (Aydin Corp), Merger Agreement (Aydin Corp)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make or cause to be made all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree in writing, and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Greenfield Online Inc), Merger Agreement (Greenfield Online Inc), Merger Agreement (Microsoft Corp)
Effective Time. Subject to the provisions of this Agreement, at as promptly as reasonably practicable on the ClosingMerger Closing Date, the parties Parties shall cause the Merger to be consummated by filing with the Secretary file a certificate of State of the State of Delaware ownership and merger or a certificate of merger (in either case, the “Certificate of Merger”), ) in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or and recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of on such date and time as the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later other date and time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The date and time at which the Merger becomes effective being hereinafter is referred to in this Agreement as the “Effective Time”).
Appears in 3 contracts
Sources: Merger Agreement (Dialogic Inc.), Merger Agreement (Talbots Inc), Merger Agreement (California Pizza Kitchen, Inc.)
Effective Time. Subject to the provisions of this Agreement, at At the Closing, the parties Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be consummated by filing duly executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of MergerDelaware Secretary”)) as provided under the DGCL and make any other filings, in such form as recordings or publications required by, and executed and acknowledged to be made by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings Company or recordings required Merger Sub under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware or at on such later date and time as shall be agreed to by the Company and Parent and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Endologix Inc /De/), Merger Agreement (TriVascular Technologies, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions conditions of this Agreement, at the Closing, the parties Company and the Parent Parties shall cause the Merger to be consummated by filing filed with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties ") in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings as may be required under the DGCL and any other applicable Law in connection with order to effect the Merger. The Merger shall become effective upon at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time as Parent and the Company shall parties hereto may agree and shall specify as is provided in the Certificate of Merger (the Merger. The date and time at which the Merger becomes shall so become effective being hereinafter is herein referred to as the “"Effective Time”)."
Appears in 2 contracts
Sources: Merger Agreement (E.W. SCRIPPS Co), Merger Agreement (E.W. SCRIPPS Co)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) executed in accordance with, and in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or and recordings required under the DGCL in connection with the Mergerand Section 2.4 of this Agreement. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the date and time the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Michael Foods Group, Inc.), Merger Agreement (Post Holdings, Inc.)
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware file a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger ) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL and shall make any other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at such later other time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time.”).
Appears in 2 contracts
Sources: Merger Agreement (Neos Therapeutics, Inc.), Merger Agreement (Aytu Bioscience, Inc)
Effective Time. Subject to the provisions of this Agreement, at on the Closing, Closing Date the parties shall cause the Merger to be consummated by filing file a certificate of merger with the Secretary of State of the State of Delaware a certificate pursuant to the applicable provisions of merger the DGCL (the “Certificate of Merger”“), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with order to effect the Merger, in each case in forms approved by Parent and Company, which approval shall not be unreasonably withheld. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as Parent is agreed by the parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”“).
Appears in 2 contracts
Sources: Merger Agreement (Cleanspark, Inc.), Merger Agreement (Wikisoft Corp.)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, on the Closing Date, a Certificate of Merger substantially in the form of Exhibit A (the "CERTIFICATE OF MERGER") shall be duly executed and acknowledged by the Company and thereafter delivered to the Secretary of State of the State of Delaware for filing pursuant to Section 251 of the DGCL. The Merger shall become effective at such time as a properly executed copy of the Closing, the parties shall cause the Certificate of Merger to be consummated by filing is duly filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions with Section 251 of the DGCL, and shall make all other filings DGCL or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall may agree upon and shall specify as set forth in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to herein as the “Effective Time”"EFFECTIVE TIME").
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Reorganization (Edwards J D & Co), Merger Agreement (Edwards J D & Co)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Argo and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the Delaware General Corporation Law (“DGCL, ”) and the LLC Act and shall make all other filings or recordings required under the DGCL in connection with and the MergerLLC Act. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Argo in writing and specified in the Certificate of Merger in accordance with the DGCL and the LLC Act (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Argo Blockchain PLC), Merger Agreement (Argo Blockchain PLC)
Effective Time. Subject to the provisions of this Agreement, at Contemporaneously with or immediately following the Closing, the parties hereto shall cause the Merger to be consummated by filing (i) file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), ") in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, including Section 251 thereof, and shall (ii) make all other filings or recordings required under the DGCL in connection with to effect the Merger. The Merger shall become effective upon at the filing of time the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other time as Parent is agreed upon by the parties and the Company shall agree and shall specify specified in the Certificate of Merger when so filed (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Edison Schools Inc), Merger Agreement (Edison Schools Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing and acceptance of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time (or subsequent date and time) as Parent and the Company shall may agree and shall may specify in the Certificate of Merger (the date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Sealy Corp), Merger Agreement (Tempur Pedic International Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, Parent shall make or cause to be made all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree in writing, and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Valassis Communications Inc), Merger Agreement (Advo Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing and acceptance of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Topps Co Inc), Merger Agreement (Sm&A)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of Delaware Law and, as soon as practicable on or after the DGCLClosing Date, and shall make all other filings or recordings required under the DGCL in connection with the MergerDelaware Law. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later other time as Parent and the Company shall agree upon and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Unitedhealth Group Inc), Merger Agreement (Pacificare Health Systems Inc /De/)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or and recordings required under the DGCL in connection with respect to the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company shall agree in writing and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Akoya Biosciences, Inc.), Merger Agreement (Akoya Biosciences, Inc.)
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, a certificate of merger satisfying the parties applicable requirements of the DGCL, in form and substance reasonably satisfactory to Parent and the Company (the “Certificate of Merger”), shall cause be duly executed by the Merger to be consummated by filing Company and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required byDelaware, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and Parties shall make all any other filings filings, recordings or recordings publications required to be made under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or or, if otherwise agreed to by the Company and Parent, at such later time as Parent and the Company shall agree and shall specify may be specified in the Certificate of Merger (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (SEMrush Holdings, Inc.), Merger Agreement (Informatica Inc.)
Effective Time. Subject to the provisions of this Agreement, (a) at the Closing, the parties Company and Merger Sub shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a the certificate of merger relating to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall (b) as soon as practicable thereafter, make all other filings or recordings required under by the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall may agree and shall specify (or cause to be specified) in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as effective, the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Markforged Holding Corp), Merger Agreement (Nano Dimension Ltd.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall Company, Parent, and Merger Sub will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required byacknowledged, and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall pay all filing fees and make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Acreage Holdings, Inc.), Merger Agreement
Effective Time. Subject to the provisions of this Agreement, at concurrently with the Closing, the parties Company shall cause a certificate of merger executed in accordance with, and in such form as is required by, the Merger relevant provisions of the DGCL (the “Certificate of Merger”) to be consummated by filing filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Secretary of MergerState of Delaware”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings filings, recordings or recordings publications required under the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger is filed with the Secretary of State of the State of Delaware or at such later time as Parent is agreed to by the parties hereto in writing prior to the filing of the Certificate of Merger and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Western Union CO), Merger Agreement (International Money Express, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company SMB shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Workstream Inc), Merger Agreement (Workstream Inc)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Meridian Medical Technologies Inc), Merger Agreement (Scios Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause prepare, and on the Merger to be consummated by filing Closing Date the parties shall file with the Delaware Secretary of State of the State of Delaware State, a certificate of merger or other appropriate documents as provided in Section 251 of the DGCL (in any such case, the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with to effectuate the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware State, or at such later time as Parent and the Company shall parties hereto may agree and shall specify in the Certificate of Merger (the time and date the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Northwestern Corp), Merger Agreement (Northwestern Corp)
Effective Time. Subject Upon the terms of and subject to the provisions conditions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing a certificate of merger executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Secretary of MergerState”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, ) and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware State, or at such later subsequent date or time as ▇▇▇▇▇▇ and Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The date and time at which the Merger becomes effective being hereinafter as set forth in the Certificate of Merger is referred to herein as the “Effective Time.”).
Appears in 2 contracts
Sources: Merger Agreement (Commscope Inc), Merger Agreement (Andrew Corp)
Effective Time. Subject to the provisions of this Agreement, at as promptly as practicable after the Closing, the parties shall Company, Parent and Merger Sub will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Randstad North America, L.P.), Merger Agreement (SFN Group Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware Delaware, a certificate of merger (the “Certificate of Merger”), ) in such form as is required by, by and executed and acknowledged by the parties in accordance with, the relevant provisions with Section 251 of the DGCL, and as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Hercules Inc), Merger Agreement (Ashland Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall Company and Parent will cause the Merger to be consummated by filing a certificate of merger in the form attached hereto as Exhibit B (the “Certificate of Merger”), to be executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions with Section 18-209 of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time when the Certificate of Merger has been duly filed with and accepted by the Secretary of State of the State of Delaware or at such later time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement
Effective Time. Subject to the provisions of this Agreement, at on the Closing, Closing Date the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger) pursuant to the “applicable provisions of the DGCL (the "Certificate of Merger”"), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as Parent is agreed by the parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Gmi Merger Corp), Merger Agreement (Technology Flavors & Fragrances Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Parent and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger have been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Vireo Growth Inc.), Merger Agreement (Vireo Growth Inc.)
Effective Time. Subject to As soon as practicable on the provisions of this Agreement, at the ClosingClosing Date, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), ) with the Secretary of State of the State of Delaware in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such date and time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date and time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the such date and time at which the Merger becomes effective being hereinafter referred to as effective, the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Steel Partners Holdings L.P.), Merger Agreement (Steel Partners Holdings L.P.)
Effective Time. Subject Upon the terms and subject to the provisions conditions set forth in ARTICLE VI of this Agreement, at the Closing, Agreement the parties hereto shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the . The parties in accordance with, the relevant provisions of the DGCL, and hereto shall make all other filings filings, recordings or recordings publications required under the DGCL by all applicable Legal Requirements in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to Delaware Law or at such later time as Parent shall be agreed upon in writing by the parties and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”), which specified time shall be a time on the Closing Date.
Appears in 2 contracts
Sources: Merger Agreement (McKesson Corp), Merger Agreement (US Oncology Holdings, Inc.)
Effective Time. Subject to the provisions of this Agreement, at simultaneously with the Closing, the parties shall Company, Parent or Merger Sub, as applicable, will cause a certificate of merger or a certificate of ownership and merger (as applicable, the Merger “Certificate of Merger”) to be consummated by filing executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Merger Agreement (Westway Group, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). The Merger shall become effective at the time that the Certificate of ▇▇▇▇▇▇ is filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Secretary of MergerState”)) or, in to the extent permitted by applicable Law, at such form later time as required by, and executed and acknowledged is agreed to by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon hereto prior to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Dayforce, Inc.), Merger Agreement (Coupa Software Inc)
Effective Time. Subject to As promptly as practicable on the provisions of this Agreement, at the ClosingClosing Date, the parties hereto shall cause a certificate of merger meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”) relating to the Merger to be consummated by filing properly executed and filed with the Secretary of State of the State of Delaware a certificate in accordance with the terms and conditions of merger (the “Certificate of Merger”), DGCL and in such form as required by, is reasonably satisfactory to both Parent and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the MergerCompany. The Merger shall become effective upon at the filing of time the Certificate of Merger are filed with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later time as Parent which the parties hereto shall have agreed and the Company shall agree and shall specify designated in the Certificate of Merger (as the effective time of the Merger becomes effective being hereinafter referred to as (such time and date, the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Battalion Oil Corp), Merger Agreement (Battalion Oil Corp)
Effective Time. Subject Upon the terms and subject to the provisions of conditions set forth in this Agreement, at as soon as practicable on or after the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing prepare and file with the Secretary of State of the State of Delaware Delaware, a certificate of merger or other appropriate documents (in any such case, the “"Certificate of Merger”), in such form as required by, and ") executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later subsequent date or time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 2 contracts
Sources: Merger Agreement (Vivendi), Merger Agreement (Mp3 Com Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall Company, Parent, and Merger Sub will cause a certificate of merger substantially in the Merger form attached to this Agreement as Exhibit C (the “Certificate of Merger”) to be consummated by filing executed, acknowledged, and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (FaZe Holdings Inc.), Merger Agreement (GameSquare Holdings, Inc.)
Effective Time. Subject to the provisions of this Agreement, at as promptly as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as promptly as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later date and time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the date and time that the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 2 contracts
Sources: Merger Agreement (Osi Pharmaceuticals Inc), Merger Agreement (Astellas Pharma Inc.)
Effective Time. Subject to the provisions terms and conditions of this Agreement, at the Closing, Closing the parties Parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware executing and delivering a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by ) to the parties in accordance with, Secretary of State of the relevant provisions State of Delaware for filing under Section 251 of the DGCL, and shall . The Parties will make all other filings or recordings required under the DGCL in connection with DGCL, and the Merger. The Merger shall will become effective upon the filing of when the Certificate of Merger with is filed in the office of the Secretary of State of the State of Delaware or at such later date or time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at Parent, Merger Sub and the Closing, the parties Company shall cause the Merger to be consummated by filing a certificate of merger complying with the DGCL with the Secretary of State of the State of Delaware a certificate of merger (the “"Certificate of Merger”"), in immediately following the Closing, provided that if the office of the Secretary of State is not open at such form as required by, and executed and acknowledged by the parties in accordance withtime, the relevant provisions of the DGCL, and certificate shall make all other filings or recordings required under the DGCL in connection with the Mergerbe filed as soon as possible thereafter. The Merger shall become effective upon the such filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time thereafter as Parent and the Company Parties shall agree and as shall specify be provided in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Effective Time. Subject to the provisions of this AgreementAgreement and as part of the Arrangement, at the Closing, the parties shall cause Company, the Parent, and the Merger to be consummated by filing with the Secretary of State of the State of Delaware Sub will cause a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required byacknowledged, and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent may be agreed by the Company and the Company shall agree Parent in writing and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Arrangement Agreement and Plan of Merger (Yerbae Brands Corp.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall Company, Parent and Merger Sub will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such substantially the form attached hereto as required byExhibit C, to be executed, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Edgen Group Inc.)
Effective Time. Subject to the provisions of this Agreement, at on the Closing, Closing Date the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger) pursuant to the “Certificate applicable provisions of Merger”the DGCL (the "CERTIFICATE OF MERGER"), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as Parent is agreed by the parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”"EFFECTIVE TIME").
Appears in 1 contract
Effective Time. Subject Upon the terms and subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause file, in form and substance reasonably acceptable to Parent and the Merger to be consummated by filing Company, a certificate of merger or, if applicable, a certificate of ownership and merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Delaware Secretary of MergerState”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware or at such later other time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). At or prior to the Closing, in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The time the Merger becomes effective being hereinafter is referred to in this Agreement as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at as promptly as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as promptly as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL in connection with the Mergeror applicable Italian Law. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later date and time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the date and time that the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to Contemporaneously with, or as promptly as practicable after the provisions of this AgreementClosing on the Closing Date, at Purchaser, Merger Sub and the Closing, the parties Company shall cause a certificate of merger in the Merger form attached hereto as Exhibit A (the “Certificate of Merger”) to be consummated by filing filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with and acceptance by the Secretary of State of the State of Delaware of the Certificate of Merger or at such later time as Parent is agreed to by the parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of terms and conditions set forth in this Agreement, at on the ClosingClosing Date (or such other date as Parent and the Representative may agree), the parties hereto shall cause an agreement or certificate of merger (in any such case, the Merger “Certificate of Merger”) to be consummated by filing executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance withwith applicable provisions of, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger with is accepted for filing by the Secretary of State of the State of Delaware or at such later date and time as Parent and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Bankrate, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall Company and Parent will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), ) in such form as required by, and executed and acknowledged by by, the parties Company, Parent and Merger Sub with the Secretary of State of the State of Delaware in accordance with, the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as Parent may be agreed by the parties in writing and the Company shall agree and shall specify specified in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the -------------- parties shall cause the Merger to be consummated by filing the certificate of merger of Sub and Paracer (the "Certificate of Merger") with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings DGCL as soon as practicable on or recordings required under before the DGCL in connection with the MergerClosing Date. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later subsequent date or time as Parent and the Company parties shall agree and shall specify in the Certificate of Merger (the date and time the Merger becomes effective being hereinafter referred to as the “"Effective Time”").
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Stratos Lightwave Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Parent and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under by the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger M▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to As promptly as practicable on the provisions of this Agreement, at the ClosingClosing Date, the parties hereto shall cause a certificate of merger meeting the requirements of Section 251 of the DGCL (the “Certificate of Merger”) relating to the Merger to be consummated by filing properly executed and filed with the Secretary of State of the State of Delaware a certificate in accordance with the terms and conditions of merger (the “Certificate of Merger”), DGCL and in such form as required by, is reasonably satisfactory to both Parent and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the MergerCompany. The Merger shall become effective upon at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later time as Parent which the parties hereto shall have agreed and the Company shall agree and shall specify designated in the Certificate of Merger (as the effective time of the Merger becomes effective being hereinafter referred to as (the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Presidio, Inc.)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Parent and the Company shall may agree and shall may specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Parent and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), substantially in such the form as required byof Exhibit A hereto to be executed, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Fusion Telecommunications International Inc)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall Company and Parent will cause the Merger to be consummated by filing the certificate of merger with respect to the Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate Delaware Secretary of MergerState”), in such form as required by, and executed and acknowledged by the parties ) in accordance with, the relevant provisions with Section 251 of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with to consummate the Merger. The Merger shall become effective upon at the filing of time when the Certificate of Merger Merg▇▇ ▇▇▇ been duly filed with the Delaware Secretary of State of the State of Delaware or at such later time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Proassurance Corp)
Effective Time. Subject to the provisions of this Agreement, (i) at the Closing, the parties Company and Merger Sub shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a the certificate of merger relating to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and (ii) as soon as practicable thereafter, and shall make all other filings or recordings required under by the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger M▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall may agree and shall specify (or cause to be specified) in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger regarding the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties ) in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable on or after the Closing Date, shall make or cause to be made all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at on the ClosingClosing Date, the parties Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be consummated by filing duly executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of MergerDelaware Secretary”)) as provided under the DGCL and make any other filings, in such form as recordings or publications required by, and executed and acknowledged to be made by the parties in accordance withCompany, the relevant provisions of the DGCL, and shall make all other filings Merger Sub or recordings required Parent under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware or at on such later date and time as shall be agreed to by the Company and Parent and the Company shall agree and shall specify specified in the Certificate of Merger (the such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Parent, and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required byacknowledged, and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware or at such later date and time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Buyer and Merger Sub shall cause a certificate of merger in the Merger form attached hereto as Exhibit D (the “Certificate of Merger”) to be consummated by filing executed, acknowledged and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Buyer in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at At or immediately following the Closing, the parties hereto shall file, or cause the Merger to be consummated by filing filed, with the Secretary of State of the State of Delaware a certificate Certificate of merger Merger in the form attached hereto as Exhibit (G) executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, ) and shall make all other filings or recordings required under the DGCL in connection with to make the MergerMerger effective. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware State, or at such later other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, (i) at the Closing, the parties Company and Merger Sub shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a the certificate of merger relating to the Merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and (ii) as soon as practicable thereafter, and shall make all other filings or recordings required under by the DGCL in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger ▇▇▇▇▇▇ has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall may agree and shall specify (or cause to be specified) in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at Concurrently with the Closing, the parties Parties shall cause a certificate of merger with respect to the Merger (the “Certificate of Merger”) to be consummated by filing duly executed and filed with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of MergerDelaware Secretary”)) as provided under the DGCL and make any other filings, in such form as recordings or publications required by, and executed and acknowledged to be made by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings Company or recordings required Merger Sub under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State of the State of Delaware or at on such later date and time as shall be agreed to by the Company and Parent and the Company shall agree and shall specify specified in the Certificate of Merger (the such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Hibbett Inc)
Effective Time. Subject to the provisions of this AgreementConcurrently with, at or as soon as practicable after, the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), ) in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware State, or at such later time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions terms and conditions of this Agreement, at the Closing, the parties Company and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger has been duly filed with the Delaware Secretary of State of the State of Delaware or at such later date or time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at on the Closing, Closing Date the parties shall cause the Merger to be consummated by filing file a certificate of merger with the Secretary of State of the State of Delaware a certificate pursuant to the applicable provisions of merger the DGCL (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with order to effect the Merger, in each case in forms approved by Parent and Company, which approval shall not be unreasonably withheld. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as Parent is agreed by the parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to On the provisions of this Agreement, at the ClosingClosing Date, the parties Company and Merger Sub shall cause the Merger to be consummated by executing, delivering and filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by ) with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and other applicable Delaware Law and shall make all such other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later date or time as may be agreed by Parent and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the such time as the Merger becomes effective being hereinafter is referred to herein as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties Company, Parent and Merger Sub shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”)) to be executed, in such form as required by, acknowledged and executed and acknowledged by filed with the parties Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under by the DGCL in connection with the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Parent and the Company shall agree and shall specify specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Encore Wire Corp)
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger merger, executed in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the “Certificate of Merger”). At or prior to the Closing, in such form as required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the due filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Parent Purchaser and the Company shall agree and shall specify in the Certificate of Merger (the Merger. The time the Merger becomes effective being hereinafter is referred to in this Agreement as the “Effective Time.”).
Appears in 1 contract
Sources: Merger Agreement (RealD Inc.)
Effective Time. Subject to the provisions of this Agreement, at Parent and the Closing, the parties Company shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and ) to be executed and acknowledged by filed on the parties Closing Date (or on such other date as Parent and the Company may agree) with the Secretary of State of the State of Delaware in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with to give effect to the MergerMerger as contemplated hereby. The Merger shall become effective upon at the filing of the time such Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date and time as Parent is agreed upon by the Parties and the Company shall agree and shall specify specified in the Certificate of Merger (the Merger, such date and time the Merger becomes effective being hereinafter referred to as the “Effective Time.”).
Appears in 1 contract
Sources: Merger Agreement (Advance America, Cash Advance Centers, Inc.)
Effective Time. Subject to the provisions of this Agreement, prior to the Closing, the Parties shall duly prepare, and at the Closing, the parties shall cause execute and file a certificate of merger for the Merger to be consummated by filing (the “Certificate of Merger”) with the Secretary of State of the State of Delaware a certificate of merger (with respect to the “Certificate of Merger”), in such form as required by, Merger and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings as may be required under by the DGCL in connection with to make the MergerMerger effective. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company Parties shall agree and as shall specify be set forth in the GTY Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at as soon as practicable on the ClosingClosing Date, the parties shall file or cause the Merger to be consummated by filing filed with the Secretary of State of the State of Delaware Delaware, a certificate of merger in substantially the form of Exhibit B hereto (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties ) in accordance with, with the relevant provisions of the DGCL, DGCL and shall make all other filings or recordings required under the DGCL in connection with the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the such Secretary of State of the State of Delaware State, or at such later time as Parent and the Company parties shall mutually agree and shall specify in the Certificate of Merger in accordance with the DGCL (the time the Merger becomes effective being hereinafter referred to herein as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger (the “Certificate of Merger”), ) in such form as required by, and executed and acknowledged by the parties Surviving Corporation in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as Parent and the Company and Merger Sub shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties shall Company and Parent will cause the Merger to be consummated by filing and the Company and Merger Sub will file with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, and containing such information as is required by, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with order to effect the Merger. The Merger shall will become effective upon the filing of at such time as the Certificate of Merger ▇▇▇▇▇▇ has been filed with the Secretary of State of the State of Delaware or at such later time as Parent and may be agreed by the Company shall agree and shall specify Parent in writing and specified in the Certificate of Merger in accordance with the relevant provisions of the DGCL (the effective time of the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, as soon as practicable at the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware Delaware, a certificate of merger with respect to the Merger (the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCLDGCL and, and as soon as practicable at the Closing, shall make all other filings or recordings required under the DGCL in connection with respect to the Merger. The Merger shall become effective upon the filing of at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company shall agree in writing and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Effective Time. Subject to the provisions of this Agreement, at the Closing, the parties hereto shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger relating to the Merger (the “Certificate of Merger”)) executed in accordance with, and in such form as is required by, and executed and acknowledged by the parties in accordance with, the relevant provisions of the DGCL, and and, as soon as practicable on or after the Closing Date, shall make all other filings or recordings required under the DGCL or by the Secretary of State of the State of Delaware in connection with the Merger. The Merger shall become effective upon at the filing of time that the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company and Parent shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Madison Square Garden Entertainment Corp.)
Effective Time. Subject Prior to the provisions of this Agreement, at the Closing, the parties shall cause have prepared, and on the Merger to be consummated by filing Closing Date the parties shall file with the Secretary of State of the State of Delaware Delaware, a certificate of merger and other appropriate documents (collectively, the “Certificate of Merger”), in such form as required by, and ) executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and the Company shall make all such other filings or filings, submissions and recordings required under in respect of the DGCL in connection with Merger by the MergerDGCL. The Merger shall become effective upon the filing of at such time as the Certificate of Merger M▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware Delaware, or at such later time as Parent and the Company otherwise shall agree and shall specify expressly set forth in the Certificate of Merger (the time the Merger becomes effective under the DGCL being hereinafter referred to as the “Effective Time”).
Appears in 1 contract
Sources: Merger Agreement (Renovaro Inc.)
Effective Time. Subject to the provisions of this Agreement, at on the Closing, Closing Date the parties shall cause the Merger to be consummated by filing file with the Secretary of State of the State of Delaware a certificate of merger (or, if applicable, a certificate of ownership and merger) pursuant to the applicable provisions of the DGCL (the “Certificate of Merger”), in such form as required by, and executed and acknowledged by the parties in accordance with, with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in connection with order to effect the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later other time as Parent is agreed by the parties hereto and the Company shall agree and shall specify specified in the Certificate of Merger (the time at which the Merger becomes effective being hereinafter is herein referred to as the “Effective Time”).
Appears in 1 contract